Model E Corp. and Flint Inc. Merge Efforts to Form Build-To-Order, Inc.

  World's First Automotive Company to Offer Build-To-Order Vehicles Directly
                                 To Consumers

       On Board Is Founder and Former CarsDirect.com CEO, Scott Painter

    SAN FRANCISCO, May 2 Model E Corporation and Flint
Incorporated, two independent automotive companies that have been in
development over the last 18 months, today announced an agreement to merge
their rich automobile industry resources and market momentum into a joint
effort.  Temporarily named Build-To-Order, Incorporated ("BTO"), the newly
formed entity aims to deliver a portfolio of new vehicles leveraging a single
modular platform by 2004 through the use of computer-aided industrial design,
an end-to-end technology infrastructure solution, contract engineering,
contract manufacturing and a direct distribution channel.
    "BTO is the world's first automotive company capable of delivering true
build-to-order vehicles directly to consumers," said William Santana Li,
founder and former CEO of Model E Corp.  "It represents the true essence of
the next generation automotive company, one focusing on delivering brilliant
products directly to consumers based on their specific individual orders as
well as capturing revenue and profit from consumer needs throughout the
vehicle ownership cycle.  BTO is building the foundation for the second
automotive century."
    BTO will harness an impressive team of combined talents from Flint and
Model E, along with industry insiders, seasoned executives, and thought
leaders from companies such as General Motors, DaimlerChrysler, Toyota, Ford,
ASC, Magna, Visteon, PricewaterhouseCoopers, and KPMG.
    "BTO's founders and contributors comprise an all-star list of automotive
luminaries and leaders that have unique insight into the auto industry and a
comprehensive understanding of the impact of technology on design, product
development, manufacturing, supply chains, distribution and the consumer,"
said Scott Painter, founder and former CEO of CarsDirect.com, America's
leading online new car retailer.  "This is a natural next step to what we
started at CarsDirect.  Building cars in response to a customer's order is the
ultimate way to provide customers exactly what they want while operating the
business in the most profitable and efficient manner possible.  Applying new
manufacturing and distribution techniques will prove that it can be done at a
lower price to the consumer."
    "The combined resources of Flint and Model E will allow BTO to accelerate
efforts in four major areas including breakthrough product design, vehicle
architecture, a compelling brand and business development," said Li.  "Our
most immediate focus will be on evaluating and selecting engineering and
module partners so that we can avoid the high fixed costs traditionally
associated with automotive manufacturing."
    Once the integration is complete, important development milestones in the
coming months will be to announce the BTO board of directors, complete an
in-depth brand study with the objective of re-naming the company, unveil
product design and preliminary engineering work, identify and recruit
additional long-term management talent, and complete the necessary
fundraising.  BTO will also continue to work closely with existing automakers
in order to share technology innovations and tap into some of the internal
initiatives that are on-going.  "One personal goal of mine will be to
ameliorate our relationship with Ford Motor Company by resolving the
outstanding dispute over the Model E trademark.  In addition, we will continue
our strategic discussions with several automotive OEMs to develop mutually
beneficial business relationships," said Li.
    "BTO is already receiving significant interest, which, given today's
difficult funding climate, can only be the result of our focus on
profitability through low upfront investments, outsourcing and partnering, and
direct retailing," said Painter.

    About Build-To-Order, Incorporated (BTO)
    BTO is the world's first automotive company capable of delivering true
build-to-order vehicles directly to consumers through the use of
computer-aided industrial design, an end-to-end technology infrastructure
solution, contract engineering, contract manufacturing and a direct
distribution channel.  BTO is headquartered in California and can be reached
at http://www.BTOauto.com.

    About Flint Incorporated
    Flint Incorporated, founded in early 2000, focused on enabling consumer
choice and lifestyle demand to be translated rapidly into exciting mass
customized products.  Flint developed a holistic approach to the consumer's
experience that leveraged emerging in-vehicle connectivity technologies in
order to provide consumers with an unparalleled lifetime automotive
experience.  The company gained validation and recognition from numerous
powerful automotive and technology industry insiders.

    About Model E Corporation
    Model E Corporation began building the next-generation automotive company
in 1999.  Backed by SOFTBANK Venture Capital, one of the world's leading
venture capital firms, Model E pioneered the "Subscribe and Drive(TM)"
all-inclusive service offering and built out quick-to-market product
development processes with the Tritanium ultimate off-road vehicle (formerly
known as Project IRONMAN and well-received at the November 2000 Specialty
Equipment Market Association (SEMA) unveiling).
    NOTE:  All company and product names used herein are for identification
purposes only and may be trademarks of their respective companies.

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